ex10-1.htm






  



  







  





COMMERCIAL OFFER FOR NEGOTIATION OF ASSETS AND LIABILITIES













Medellin, November 24th, 2009





Dr. JUAN DAVID PEREZ SCHILE

President

Minatura Colombia S.A.S









CLAUDIA MARCELA HERRERA G., of legal age, with residence in Medellín and with Colombian Citizenship Card Number 52,418,982 issued in Bogotá, who, for this offer, acting in her position as Manager of PROYECTO
COCO HONDO S.A.S., a society legally formed through Act Number 03 of the Board Members, registered in the Medellín Chamber of Commerce on August 14, 2009, in Book 90, under Number 11183, and with NIT (Colombian Tributary Identification Number) 900.253.271 – 1, THE SELLER, presents to MINATURA COLOMBIA S.A.S.,
THE PURCHASER, the following commercial offer for consideration to sell assets and liabilities, subject to the following conditions:










	
1.  
	
For purposes of this offer, the values of assets and liabilities as of October 9, 2009 on THE SELLER’s books which are maintained in accordance with applicable business and tax regulations shall be used.









	
2.  
	
All values expressed in this offer are in Colombian legal currency (pesos).






 


	
3.  
	
Where the conditions offered may be interpreted differently between Spanish and English, the literal and legal sense in Spanish will take precedence.








 





 

OFFER





I - SCOPE. Pursuant to Section II hereof, THE SELLER shall issue an exchange bill of sale which will have attached the offer and the purchase order through which will cause the actual transfer of title and effective sale to THE PURCHASER the ownership rights and possession it has and
exercises over the property and real estate described below and which comprise some of the assets of Proyecto Coco Hondo SAS, and concurrently the assumption of liabilities by THE PURCHASER also specified herein and with the intention to transfer upon satisfaction of all conditions set forth in this offer.






	
1.  
	
 ASSETS:




(Values expressed in Colombian pesos)


	
a)  
	
The following miscellaneous receivables:









	
Deposits
	
                        57,731,753

	
Employee Advances
	
                        17,208,929












  



1







  














	
b)  
	
The following tax receivable amount is being transferred:









	
Sales tax
	
450,000,000













	
c)  
	
A plot of land or farm, called Las Acacias, located in the Jobo area, in the jurisdiction of the Municipality of Zaragoza, in the Department of Antioquia, determined by the following
borders:  The beginning point is Delta 59 located on the southwest which concurs with the boundaries of the Nechí River, and Aureliano Pineda and the owners.  It is bordered as follows:  On the southwest with Aureliano Pineda from Delta 49 to 42 for 315.71 meters; on the south with Manuel
Vitoria from Delta 42 to 26 for 831.79 meters; on the southwest with Luis Arturo Cardona, from Delta 26 to 19 for 1.201.88 meters; on the west with Compañía Mineros de Antioquia from Delta 19 to 15 for 959.87 meters; on the north with Rodrigo Antonio Mira B. and Francisco J.
Zuleta B., from Delta 15 to 1 for 1.380.93 meters; on the east with the Nechí River from Delta 1 to 49 for 1,074 meters, thus closing the plot of land upon which is build a wood and Eternit house.








The total area is 198 Hectares and is identified with Real Estate Registration No. 027 – 0000441, whose present borders are:





Considering the beginning point as being the site where the boundaries between Luis Jaramillo, Carmelo Salazar, the Las Acacias Farm borders thus:  On the north with Carmelo
Salazar for 164.44 meters in a west – east direction; with the same and with the property of Juan Norberto Arias Parra to the bank of the Cocho Hondo stream for a distance of 615.56 meters; following the same direction and crossing the Coco Hondo stream, which presently measures 55.00 meters wide, bordering with the forest –
ranger families of Puerto Jobo for 477 meters to the left bank of the Nechí River; on the left side the farm borders with the Nechí River for 1,960.00 meters on the east.  On the south it borders with Luis Álvares for 300.00 meters from the short of the Nechí River
to the right bank of the Coco Hondo stream, with an east – west direction; crossing the Coco Hondo stream in a north – east direction, it borders with Teresa Rojas Viuda de Pineda for 950.00 meters; and on the south and in a south – north direction, it borders with Teresa Rojas for
580.000 meters.  Following the north – west direction, it borders with Teresa Rojas on the south for 200.00 meters; with the same direction west and for a distance of 300.00 meters, it also borders on the south with Ángel Herrera ---------- on the west, in a south – north direction, it borders with Luis Jaramillo for
780.000 meters until the beginning point, thus closing the plot of land.





The sale price of this real estate is the sum of TWO HUNDRED SEVENTY MILLION, ONE HUNDRED EIGHTY – EIGHT THOUSAND, SIX HUNDRED FIFTY – SIX PESOS (COL$ 270,188,656.00) legal tender.






	
a)  
	 




	
b)  
	 




	
c)  
	 




	
d)  
	
A plot of land or farm  called “La Gloria” with an extension of 49 hectares and 5.500 square meters  with the corresponding annexed and land improvements located and Quebarada Cienaga spot, in the jurisdiction of the Municipality of Nechi  and determined by the following borders: On the northeast  with
Raquel Benavidez widow of Arrieta,  from point 1 to 8 of 1.025 meters; on the north with Vicente Baldovino, form point 8 to 12  of 449 meters; on the southeast with Irene Velasquez from point 12 to 22  of 1.315 meters; on the southwest  with Juan B. Benavidez  from point 22 to 1 of 4.16 meters, thus closing the plot of land.  Real estate registration No. 015-55334.  Property Tax Registration No. 201003000400000000.








  



2







  









The Sale Price of this real estate is the sum of THIRTY EIGH MILLION, THREE HUNDRED SEVENTY EIGHT THOUSAND PESOS (COL$38.378.000) Legal Tender.










	
e)  
	
The following machinery and equipment are transferred at the price and in their current condition:









	
ITEM
	
COP

	
Machinery and Equipment San Pablo - Plant
	
 $           1,342,148,000

	
Machinery and Equipment San Pablo    - Workshop
	
 $           1,141,479,000

	
Machinery and Equipment San Pablo    - Mine
	
 $              375,359,000

	
Machinery and Equipment San Pablo    - Store
	
 $               57,910,000

	
Generator Multiquip
	
 $               36,158,180

	
Machinery and Equipment San Pablo    - Lab
	
 $               32,883,000

	
Diesel Motor Mwm
	
 $               26,800,000

	
Diesel Motor Mwm
	
 $               24,500,000

	
Tubing
	
 $               21,071,471

	
Wifley Table
	
 $               18,000,000

	
AL 70 Sampler x 2
	
 $               16,230,413

	
Generator 20Kw Olympian
	
 $                 9,195,165

	
Ingersoll Rand Lights
	
 $                 7,151,795

	
Elevator
	
 $                 6,741,920

	
Generator Set Fermont 100
	
 $                 6,130,110

	
Complete Elevator
	
 $                 5,000,000

	
Hydraulic Press
	
 $                 4,881,895

	
Meter, Tachometer
	
 $                 3,671,400

	
Material carriage
	
 $                 3,666,862

	
Injection Pump
	
 $                 3,236,400

	
Rigid Tarraja Set
	
 $                 3,050,800

	
Ammunition Ball
	
 $                 2,452,044

	
Pump driver
	
 $                 1,666,340

	
Short Tube Equipment
	
 $                 1,539,436

	
Radiate Motor
	
 $                 1,400,001

	
Fumigation Sr.
	
 $                 1,293,103

	
Ursus No. 8 Press
	
 $                    568,400

	
Extractor
	
 $                    167,040












  



3







  














	
f)  
	
The following office equipment is transferred in its current condition:









	
ITEM
	
  COP

	
 Working stations and meeting table
	
 $               10,263,819

	
 Furniture
	
 $                 4,781,984

	
 Dinning table Luis Xv
	
 $                 3,780,000

	
 Isosceles Chairs
	
 $                 3,229,440

	
 Fan, Model BCS 150
	
 $                 2,974,240

	
 Executive chair
	
 $                 2,546,600

	
 Tv, Freezer and fan
	
 $                 2,265,090

	
 Metallic filing cabinet
	
 $                 2,058,420

	
 Video Beam Epson
	
 $                 1,450,000

	
 Wall Library and counter
	
 $                 1,440,720

	
 Beds
	
 $                 1,397,250

	
 Inflation adjustments
	
 $                 1,153,981

	
 Couch, table and chairs
	
 $                 1,138,000

	
 Bed, mattress, nightstand
	
 $                 1,090,250

	
 Purchase of chairs, dining table  and garden
	
 $                 1,080,000

	
 Refrigerator
	
 $                 1,050,000

	
  Washer machine LB LG white
	
 $                 1,029,049

	
 Multifunction Printer
	
 $                    950,400

	
 Appliance Washer Located in El Bagre
	
 $                    890,000

	
 Phones – Mine
	
 $                    814,000

	
 Shelves
	
 $                    777,600

	
 Olympus Camera
	
 $                    754,000

	
 Tv
	
 $                    549,000

	
 Desktop and computer table
	
 $                    540,000

	
 Computer center
	
 $                    479,900

	
Field equipment 120 Watt Sony Camera Located in EL Bagre
	
 $                    475,600

	
 Couch
	
 $                    440,798

	
 Filing cabinet
	
 $                    349,000

	
 Digital Camera
	
 $                    279,000

	
 Television
	
 $                    275,000

	
 Washer machine
	
 $                    238,050

	
 Washer machine
	
 $                    230,000

	
 Dining table
	
 $                    220,000

	
 Filing Cabinet
	
 $                    208,800

	
 Shelves 195x90x30
	
 $                    190,000

	
 Audio Source Sankey RVC
	
 $                    182,120

	
 Desk
	
 $                    139,900








  



4







  














	
g)  
	
The following computing and communication equipment is transferred in its current condition:









	
ITEM
	
  COP

	
 Portable equipment
	
 $               31,032,000

	
 Server ML  150
	
 $                 8,062,113

	
 Server purchase
	
 $                 7,452,000

	
 Computer HP DC 5700 COR
	
 $                 5,916,000

	
 Telephone Plant Panasonic
	
 $                 3,399,032

	
 Computer Monitor W 1907
	
 $                 3,023,183

	
 Computer equipment
	
 $                 2,980,800

	
 Computer HP DV  9000
	
 $                 2,484,000

	
 Laptop Acer
	
 $                 2,014,200

	
 Laptop HP
	
 $                 1,900,800

	
 Computer Magic bright  17’’
	
 $                 1,869,998

	
 Laptop Victor Castañeda
	
 $                 1,800,000

	
 Laptop Antonio Lopez
	
 $                 1,674,000

	
 Computer equipment Juan Florez
	
 $                 1,566,000

	
 Inflation Adjustments
	
 $                 1,548,959

	
 Connection Licenses
	
 $                 1,484,452

	
 Communication Equipment Senao with two Hansel
	
 $                 1,326,425

	
 Multifunction Printer Samsung
	
 $                    930,000

	
 Samsung Printer SCX
	
 $                    776,110

	
 Cell Phones
	
 $                    622,500

	
 UPS  1000W
	
 $                    574,432

	
 LCD screen
	
 $                    561,600

	
 Printer
	
 $                    550,000

	
 Black Berry
	
 $                    522,000

	
 Purchase of 2 hard disks
	
 $                    518,400

	
 Computer Monitor
	
 $                    430,000

	
 Wireless telephone
	
 $                    345,000

	
 Printer Ref 4280L
	
 $                    265,060

	
 Fixed Plant
	
 $                    250,800

	
 Access point purchase
	
 $                    250,000

	
 External Hard Disk
	
 $                    210,000

	
 UPS  750 WATT
	
 $                    190,000

	
 Multifunction printer printer
	
 $                    179,000

	
 Wireless card PCI
	
 $                    126,911

	
 Wireless Phone
	
 $                    104,500












  



5







  














	
h)  
	
The following fleet & transport equipment is transferred in their current condition:









	
ITEM
	
  COP

	
 Pickup truck Plate No.  MNV 768
	
 $               64,990,000

	
 Purchase of motor and canoe
	
 $               31,670,900

	
 Vehicle Hyundai
	
 $               14,141,415

	
 Pickup truck UAZ Plate No, ITF 715
	
 $                 7,425,000

	
 Jeep  UAZ Plate No. TKB  533
	
 $                 6,930,000

	
 Motorcycle Plate No. WFG  07 A
	
 $                 4,950,000

	
 Motorcycle Plate No. WFB 30 A
	
 $                 4,950,000

	
 Motorcycle Plate No. CAR 10
	
 $                 3,136,207

	
 Motorcycle 125 Plate No. WKE8
	
 $                 2,734,248

	
 Accessories Jeep Fortuner
	
 $                 2,250,000

	
 Motorcycle Plate No. WFD 71 A
	
 $                 2,130,000

	
 Motorcycle Plate No. BKU 63 B
	
 $                 1,717,172

	
 Inflation adjustments
	
 $                 1,007,091













	
i)  
	
The aqueduct, plants and networks are also transferred in their current condition:









	
ITEM
	
COP

	
Transformer 1000 KVA, Siemens
	
 $               36,610,350

	
High Voltage substation
	
 $               30,000,000

	
Portable Sanitary Services – Personal Dredge Bathroom
	
 $                 3,750,000

	
Septic System – Done by Rotoplast S. A.
	
 $                 2,522,522

	
Inflation adjustments
	
 $                      68,387












  



6







  














	
j)  
	
The rights of domain and possession that are described below are transferred:









	
·  
	
A contract for the transfer of possession and sale of improvements, celebrated with Mr. Servio Fortunato Vergara, for the amount of COL$ 61,640,223.  He is obliged to supply for sale and disposal of perpetual ownership the possession he has and exercises on the following rural property,
as well as its ancillary improvements, customs and appurtenances, for a total area of 40 Hectares, that is bordered thus:  On the west, beginning at the right bank of the Coco Hondo stream, in a south – north direction, bordering the Las Acacias Farm, following the Coco Hondo stream for 993.36 meters; on the north with land of
the forest – ranger family in a west – east direction for 477.00 meters; on the east following the left bank of the Nechí River upstream bordering with the Nechí River for 947.74 meters; on the south from the left bank of the Nechí River in a south – west direction it borders with lands occupied by Francisco
Javier Viloria for 573.26 meters until the right bank of the Coco Hondo stream, the beginning point, thus closing this plot of land









	
·  
	
A contract for the transfer of possession and sale of improvements, celebrated with Mr. Francisco Javier Viloria, for the amount of COL$ 40,835,902.  He is obliged to supply for sale and disposal of perpetual ownership the possession he has and exercises on the following rural property,
as well as its ancillary improvements, customs and appurtenances, for a total area of 26 Hectares, that is bordered thus:  On the west beginning on the bank of the Coco Hondo stream in a south – north direction, bordering on the Las Acacias Farm, following the Coco Hondo stream for 669,70 meters; on the north with Servio
Fortunato Vergara in a north – east direction for 573.27 meters; on the east following the left bank of the Nechí River upstream bordering on the Nechí River for 981.46 meters; on the south with Luis Álvares [sic] for
300.00 meters to the right bank of the Coco Hondo stream, to the beginning point, thus closing the plot of land.








  



7







  














	
·  
	
A contract for the transfer of possession and sale of improvements, celebrated with Mr. Luis Manuel Álvarez[sic],
for the amount of COL$ 40,066,669.  He is obliged to supply for sale and disposal of perpetual ownership the possession he has and exercises on the following rural property, as well as its ancillary improvements, customs and appurtenances, for a total area of 26 Hectares, which is found within the following borders:  Taking the site where the boundaries of the Las Acacias Farm, Teresa
Rojas and Luis Álvarez[sic] as the beginning point, it borders thus:  On the north beginning on the right bank of the Coco Hondo stream in a west – east direction with the Las
Acacias Farm for 300.00 meters until the left bank of the Nechí River; on the east following the left bank of the Nechí River upstream, bordering with the Nechí River for 400.00 meters; on the south from the left bank of the Nechí River and in a south –
west direction, it borders with the chamos for 400.00 meters to the right bank of the Coco Hondo stream and in a south direction on the south with the chamos for 180.00 meters, then with a west direction along the bank of the stream upstream and also on the south it borders with the chamos for
250.00 meters, with the stream in the middle; on the west and downstream from the Coco Hondo stream, it borders with Teresa Rojas, keeping the stream in the middle for a distance of 850.00 meters to the beginning point, thus closing the plot of land.









	
·  
	
A contract for the transfer of possession and sale of improvements, celebrated with Mrs. Teresa de Jesús Rojas, for the amount of COL$ 244,504,938.  She is obliged to supply for sale and disposal of perpetual ownership the possession she has and exercises on the following rural property,
as well as its ancillary improvements, customs and appurtenances, for a total area of 119 Hectares, which is found within the following borders:  Taking the site where the boundaries of Ángel Herrera, the Las Acacias Farm, and the Coco Hondo Farm as the beginning point,
it borders thus:  On the north with the Las Acacias Farm in a south – east direction for 200.00 meters, in a south direction for 580.00 meters, and with a south – east direction for 950.0 meters; on the east with Luis Álvarez[sic] for
850.00 meters, keeping the Coco Hondo stream in the middle; on the south with the Black settlements in an east – west direction for a distance of 700.00 meters, keeping the Chilona Brook in the middle and with the Chilona Brook for 400.00 meters; on the west with Ángel Herrera in
a north direction for a distance of 1,900.00 meters to the beginning point, thus closing the plot of land.








  



8







  














	
TOTAL
	
COL$   387,047,735.00









	
k)  
	
The following mining contracts are to be sold:









	
ITEM
	
COP

	
Title No. 5126
	
 $           1,088,859,683

	
Title No. H16 -15311
	
 $              815,235,000

	
Title No. ICQ -08064
	
 $              676,814,027

	
Title No., 7159 Anori
	
 $              485,242,903

	
Title ID9-14551
	
 $              343,170,500

	
Title No. 7545 A
	
 $              329,146,000

	
Title No. 7299 and acquisition cost
	
 $              302,935,000

	
Title No. 7265 Cane
	
 $              168,142,748

	
Title No. 6376 and acquisition cost
	
 $              137,993,000

	
Title No. 719-17
	
 $               99,380,000

	
Title No. 718-17
	
 $               70,736,000

	
Ttile No. 7595
	
 $               63,140,239

	
Title No.  0189 La Poliantea
	
 $               55,000,000

	
Title No. 6134  and acquisition cost
	
 $               54,634,000

	
Title No. 739-17
	
 $               36,443,000

	
Title No. 7545B
	
 $               36,272,000

	
Title No. 05-71
	
 $               35,676,000

	
Title No. 7547
	
 $               24,595,000

	
Title No. 4783 Angostura
	
 $               13,241,009

	
Forms
	
 $               12,054,079

	
Title No. 4649 La Zapata
	
 $                 4,284,000

	
Title No. 6130
	
 $                 2,458,000

	
Inflation adjustments
	
 $                    288,000












  



9







  














	
l)  
	
The following deferred charges, related to projects in El Bagre, in the assembly and fitting of Dredge No. 1 installed in the Municipality of Zaragoza,  and San Pablo project located in the Municipality of Remedios:









	
ITEM
	
COP

	
Pre operative expenses for San Pablo
	
 $           3,567,897,344

	
Gold Venture LLC – Leasing Contract
	
 $           1,936,677,600

	
Leasing Sonic Hammer, Branch Sonic Samp Drill, Model CS
	
 $              402,126,021

	
Spare parts, Welding and Hardware
	
 $              243,694,889

	
Services
	
 $              178,014,829

	
Leasing Charger 950 G
	
 $              141,707,710

	
Fuel and Oxygen
	
 $              135,071,548

	
Land Transportation
	
 $               95,290,950

	
Food and Snacks
	
 $               53,546,911

	
Environmental Management
	
 $               38,333,797

	
Insurance
	
 $               31,859,972

	
Staffing and Security Elements
	
 $               19,311,030

	
Airplane Tickets
	
 $               17,805,809

	
Oils and Lubricants
	
 $               11,804,789

	
Employee Lodgings
	
 $               11,103,810

	
Rentals
	
 $                 4,094,400

	
Travel Expenses
	
 $                 2,866,448

	
Fitting and Installation
	
 $                 1,351,200

	
Cleaning and Cafeteria Elements
	
 $                 1,271,632








Notwithstanding the legal descriptions of the real property in subparagraphs c), d)  and j) above, the properties transferred will be the entire parcels described and not be limited to the specific surface areas described.





  



10







  














	
1.  
	
LIABILITIES:









	
a)  
	
The following liabilities are to be assumed by THE PURCHASER:









	
ITEM
	
COP

	
Gold Venture 2008 LLC
	
 $           1,936,677,600

	
Minerco LTDA(mining right’s cession)
	
 $              910,000,000

	
Globeit Holding INC
	
 $              402,126,021

	
Minatura Nevada
	
 $              178,950,000

	
Minatura Nevada Corporation
	
 $              141,707,710

	
Proveedores Mina San Pablo
	
 $              139,895,932

	
Teresa Rojas(Land Possession rights)
	
 $               99,500,064

	
Departamento de Antioquia
	
 $               96,091,513

	
Globeit Holding Inc S.A.
	
 $               65,039,000

	
Empresas Publicas de Medellín
	
 $               53,752,000

	
Seracis Ltda
	
 $               43,118,000

	
Promissory note Bancolombia
	
 $               34,666,668

	
Junta Accion comunal Vereda Chilona
	
 $               33,000,000

	
Flat Holding
	
 $               29,628,865

	
Gustavo Ángel Rendón Bedoya
	
 $               28,000,000

	
Flat Holding Inc S.A.
	
 $               17,908,000

	
Retenciones en la fuente
	
 $               15,610,677

	
US Exploration Equipment
	
 $               14,783,662

	
Advance Collective Strategies
	
 $               12,430,000

	
CIIGSA
	
 $               11,541,000

	
Luis Fernando Bohorquez
	
 $                 9,574,468

	
Traslada  Ltda.
	
 $                 8,576,920

	
Hotel San Fernando Plaza
	
 $                 6,401,900

	
Ada tours
	
 $                 5,489,684

	
Jhon Jairo Uribe
	
 $                 4,840,000

	
Industrias Metalúrgicas Sorena S.A.
	
 $                 4,524,000

	
Jose Tamayo Gutierrez
	
 $                 3,300,000

	
Marllantas
	
 $                 3,109,000

	
Taller Cartama y Cia S.C.S.
	
 $                 3,000,000

	
Gold Venture 2008, LLC
	
 $                 2,452,044

	
Prestige Techonogy Corp
	
 $                 1,946,000

	
Flota Nordeste S.C.A.
	
 $                 1,876,000

	
Bancolombia
	
 $                 1,802,538

	
ADA
	
 $                 1,612,476








  



11







  









 


	
Jaime Alberto Franco
	
 $                 1,489,385

	
Gustavo lozano
	
 $                 1,406,616

	
María Elena Gómez Pineda
	
 $                 1,260,000

	
Rubén Alexander Bedoya/Zona Elite
	
 $                 1,170,000

	
Luis Eduardo Arrieta
	
 $                 1,128,000

	
Luis Fernando Álvarez Barahona
	
 $                 1,049,400

	
Ferreteria Industrial
	
 $                 1,016,616

	
Carlos Florez
	
 $                    902,400

	
Telmex Hogar
	
 $                    845,459

	
Ferremotos
	
 $                    842,200

	
Centro Agropecuario
	
 $                    686,247

	
Rodolfo Silva
	
 $                    605,000

	
Fervel Motos
	
 $                    489,400

	
Papelería el Punto LTDA
	
 $                    467,857

	
Other creditors
	
 $               16,205,157













	
b)  
	
Labor obligations




Personnel Bagre






	
Severance Pay
	
                             23,555

	
12% Annual interest on Severance Pay
	
                                  236.000

	
Vacations
	
 11.608.804

	
Service Bonus
	
 7.851.613

	
Salaries to be paid
	
 15.703.233








Personnel Administrativo


	
Service Bonus
	
 1.376.100

	
Severance Pay
	
 8.249.997

	
Vacations
	
 4.128.300

	
12% Annual interest on Severance Pay
	
                                   83.000

	
Salaries to be paid
	
 5.500.000












  



12







  









Personnel San Pablo






	
Service Bonus
	
 21.170.738

	
Severance Pay
	
 63.512.214

	
Vacaciones
	
 30.869.057

	
12% Annual interest on Severance Pay
	
                                  635.000

	
Salaries to be paid
	
 44.151.548












From the effective date of the transfer of assets belonging to the mining operations in San Pablo and Coco Hondo, THE PURCHASER will assume all the labor obligations of the personnel that will have changed employer according to the present agreement. For this, the legal representatives will agree in a separate document on the start date
for the new employer and on a complete and detailed list of the people included.





II CONDITION PRECEDENT – In accordance with the restrictions established in article 14 of the bylaws of Proyecto Coco Hondo, within ten (10) working days following the issuance of the corresponding purchase order by THE SELLER, the legal representative of THE SELLER shall proceed
to call an extraordinary shareholders meeting in which will be considered the sale of assets and liabilities described herein. If approved at the same shareholders meeting, the sale shall proceed as established in the present offer. If the shareholders do not approve the transactions, this agreement will terminate and be of no further force and effect and neither party shall be liable to the other as a result of the termination.





III  PRICE AND FORM OF PAYMENT – THE SELLER offers as the purchase – sale price the sum of COP$12,236,582,773 legal tender.  This value corresponds to the summation of the total items that will be transferred, as described herein, and that THE PURCHASER,
once the purchase order is issued and the conditions in the previous item are satisfied, will pay to THE SELLER in the following manner:






	
·  
	
Within three business days following the shareholder meeting described at numeral II, the first bill of sale will be issued forall the assets and liabilitiesfor which THE SELLER provides financial statements according to US GAAP and SEC disclosure standards that may be applicable to THE PURCHASER’s parent company reporting requirements.  This
first bill of sale and any subsequent bills of sale shall be annexed to this offer as evidence of the assets and liabilities actually sold.





	
·  
	
Within the next 90 business days following the receipt of the first bill of sale by Minatura Colombia, a payment in cash in Colombian pesos shall be made in the amount established on said bill of sale.





	
·  
	
 Within three businessdays following the completion of the audit of assets and liabilities that are not transferred within the first bill of sale (in any case, before June 30th , 2010) a subsequent bill of sale shall be issued including all the assets and liabilities provided
herein that were not included on previous bills of sale. Such subsequent bill of sale shall be annexed, similar to the first, in  as evidence of all the assets and liabilities actually sold the day the subsequent bill of sale is issued.





	
·  
	
Within the next 90 business days following the reception of the second bill of sale by Minatura Colombia, a payment in cash in Colombian pesos shall be made in the amount established on said second bill of sale.





	
·  
	
The parties expressly agree that the value established herein may change due to  appreciation or depreciation of assets transferred from the valuation date to the closing date, for which the first and second bill of sale value shall consider any such changes in value for the items described within the present agreement, solely and exclusively
for this purpose. The Bills of Sale shall provide all the applicable explanations in order to justify said modification and expressly mention the tax and accounting regulations subject to this variation.








  



13







  









IV  GOOD TITLE & LEGAL TRANSFER PROCESS – THE SELLER guarantees to THE PURCHASER that the assets described herein are owned by THE SELLER and are free and clear of any liens, charges and enbcumbrances.  Considering that the object of this offer is the
sale of THE SELLER’s assets and that these are comprised of personal property as well as real estate, the due process required for each of them will be made according to legal requirements and with respect to process and procedures that will need to be followed with the competent authorities and entities, thus:






	
a)  
	
Personal Property:  Per Colombian legislation, the sale of personal property is perfected only with the agreement on the price and the property, since it is a consensual contract.  The sale requires the formal documentation for good title transfer only in the case of dealing with
personal property that are subject to registration; in other words, cars, motorcycles, etc.





	
b)  
	
Real Estate:  Pursuant to the Colombian Civil Code, the sale of real property or real estate is formally documented, since it demands the publication of a public deed of the instrument of sale (the purchase – sale contract).  Once this formal step is completed, the deed will
go to the respective Public Instrument Registration Office and the Real Estate Tax Office, in order to be properly registered in these offices and, thus, perfect the title (to THE PURCHASER).  Accordingly, the parties agree to execute the purchase – sale document related to each property in order to carry out the property ownership transfer process from THE SELLER to THE PURCHASER.





	
c)  
	
Mining License or Title:  According to the Colombian Mining Code – CMC –  (Law 685 of 2001), for the transfer of mining titles, the licensee shall give notice before the act of transfer to the competent authority; then the licensee will register the document that memorializes
the transfer before this same authority.  This is established in order to issue the resolution that authorizes and orders the registration with INGEOMINAS of the Colombian mining authority to register the change of the holder in the concession contract.  Accordingly in conformity with the processes and procedures established by these regulations, which are required to ratify such acts, the parties agree to execute and register the documents
necessary to complete the transfer of the mining registry to THE PURCHASER the mining titles described in this offer. It is to be clarified that, the effective date of transfer will be upon the issuance of the corresponding bill of sale, in compliance at all times with the publicity requirements of the national mining registry.












V  OBLIGATIONS:  a) THE SELLER.  THE SELLER will deliver the goods described in this offer with all National and Territorial taxes, tariffs and contributions paid in full (a Paz y Salvo) as of the
date of the contract.  It is understood that THE PURCHASER will be responsible for any sum that comes due after this date with relation to the aforementioned goods.  b) THE PURCHASER.  THE PURCHASER will pay to THE SELLER the total of the sum agreed upon as the total price of the contract, according to the conditions and terms described in item II this offer.





VI  DELIVERY – THE SELLER On the same dates of issuance of the Bills of Sale will make a real and material delivery of the goods to THE PURCHASER, who declares that it received them to its satisfaction, in
the terms and conditions in which they were purchased.  This is without prejudice to the simultaneous manner in which the special procedures and processes required are carried out to perfect the transfer of the property and rights corresponding to the goods specified in item III of this offer.  Further, if the transfer of some asset is subject to documentation which requires THE SELLER to provide financial statements according to US GAAP and/or SEC disclosure standards that may be applicable
to THE PURCHASER’s parent company reporting requirements,  the parties will out all procedures and processes  required to comply with the requirements and thus allow the actual transfer of the assets subject to audit. In any case, the payments THE PURCHASER shall make to the SELLER as established on the present offer shall be made upon the actual transfer of assets.





  



14







  













VII  EXECUTION OF THE OFFER – The present offer will be considered as executed through the issuance by THE PURCHASER of a purchase order subscribed by the corresponding legal representative.  The term for the issuance of said order will be five (5) working
days.





SEVENTH:  EXPENSES – The expenses and taxes that are generated through the execution of this offer will be covered equally by the parties.













/S/ Claudia Marcela Herrera         

CLAUDIA MARCELA HERRERA G

PROYECTO COCO HONDO S.A.S

THE SELLER













  



15







  









PURCHASE ORDER Dated November 24, 2009









Fecha: 24 de noviembre de 2009









Doctora

CLAUDIA MARCELA HERRERA

Gerente

PROYECTO COCO HONDO SAS

Bogotá- Colombia





 





 

 

JUAN DAVID PEREZ SCHIL of age of majority, residing in the city and identified (a) with citizen identification number issued in Medellin 70.041264, who for purposes of this negotiation is acting as chairman Minatura COLOMBIA SAS, a company legally incorporated by document private, registered at the Chamber of Commerce of Medellin on September
18, 2009, in Book 9, under the number 13,134, and Nit No. 900313023-8, who henceforth be known as the BUYER, evidenced by this letter I accept in full the commercial offer for negotiation of assets and liabilities, sent on 24 November, 2009 by PROYECTO COCO HONDO SAS, a company legally incorporated by Act No. 03 of the board of trustees, registered with the Chamber of Commerce of Medellin August 14, 2009, in Book 90, under the number 11,182, and Nit No. 900253271-1, legally represented by CLAUDIA MARCELA HERRERA
G, and the effect of granting the following order.

 

The offer submitted by PROYECTO COCO HONDO SAS is accepted without any reservations, on the same terms and conditions as filed, which is issued for this purchase order.













/S/ Juan David Perez         

JUAN DAVID PEREZ SCHILE

Presidente

Minatura Colombia SAS





 





  



16